As filed with the Securities and Exchange
Commission on May 8, 2015
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
QTS REALTY TRUST, INC.
(Exact name of registrant as specified
in its charter)
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Maryland
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46-2809094
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(State or other jurisdiction of
incorporation or organization)
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(IRS Employer
Identification Number)
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12851 Foster Street
Overland Park, Kansas
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66213
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(Address of principal executive offices)
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(Zip code)
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QTS Realty Trust, Inc. 2013 Equity Incentive
Plan
(Full title of the plan)
Shirley E. Goza
General Counsel
12851 Foster Street
Overland Park, Kansas 66213
(Name and address of agent for service)
(913) 312-5503
(Telephone number, including area code,
of agent for service)
Copy to:
David W. Bonser
Matt N. Thomson
Hogan Lovells US LLP
555 Thirteenth Street, N.W.
Washington, D.C. 20004
(202) 637-5600
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated
filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (Check
one):
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Large accelerated filer
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¨
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Accelerated filer
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þ
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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CALCULATION OF REGISTRATION FEE
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Title of securities to be registered
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Amount
to be
registered (1)
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Proposed maximum
offering price
per share (2)
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Proposed maximum
aggregate offering
price
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Amount of
registration
Fee (3)
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Class A Common Stock, $0.01 par value per share
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3,000,000 shares
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$107,070,000
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$35.69
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$12,442
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(1)
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Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement also covers an additional indeterminate amount of shares to be offered or sold pursuant to the Plan and shares that may become issuable under the Plan by reason of certain corporate transactions or events, including any share dividend, share split, recapitalization or any other similar adjustment of the registrant’s outstanding shares of Class A common stock.
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(2)
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Represents the average of the high and the low prices per share of Class A common stock of
the Company as reported on the New York Stock Exchange on May 7, 2015.
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(3)
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Computed in accordance with Rule 457(c) and (h) under the Securities Act.
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EXPLANATORY NOTE
On October 10, 2013, QTS Realty
Trust, Inc. (the “Company”) filed a registration statement on Form S-8, File No. 333-191674 (“2013
Form S-8”), registering a total of 1,750,000 shares of the Company’s Class A common stock, $0.01 par value per
share (“Class A common stock”), for issuance under the QTS Realty Trust, Inc. 2013 Equity Incentive Plan
(“2013 Plan”). On May 4, 2015, the Company’s stockholders approved an amendment to the 2013 Plan, which the
board of directors of the Company had previously approved on March 3, 2015, increasing the shares available for issuance
under the 2013 Plan by 3,000,000 to a total of 4,750,000.
Pursuant to General Instruction E of Form
S-8, 3,000,000 shares of the Company’s Class A common stock are hereby registered for issuance, as authorized by the 2013
Plan. The contents of the 2013 Form S-8, File No. 333-191674, are incorporated herein by reference and made a part hereof.
PART II
INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT
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Exhibit No.
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Description
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4.1
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Form of Specimen Class A Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-11 (File No. 333-190675) filed on August 16, 2013)
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5.1
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Opinion of Hogan Lovells US LLP regarding the validity of the shares of Class A common stock registered hereby
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10.1
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QTS Realty Trust, Inc. 2013 Equity Incentive Plan (incorporated by reference to Exhibit 10.27 to the Company’s Registration Statement on Form S-11 (File No. 333-190675) filed on August 16, 2013)
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10.2
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Amendment #1 to QTS Realty Trust, Inc. 2013 Equity Incentive Plan (incorporated by reference to Exhibit 10.40 to the Company’s Annual Report on Form 10-K (File No. 001-36109) filed on February 23, 2015)
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10.3
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Amendment #2 to QTS Realty Trust, Inc. 2013 Equity Incentive
Plan
(incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-36109) filed on
May 6, 2015)
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23.1
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Consent of Ernst & Young LLP
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23.2
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Consent of Hogan Lovells US LLP (included in Exhibit 5.1).
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24.1
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Power of Attorney (included on signature page hereto).
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing
on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized,
in the city of Overland Park, Kansas on May 8, 2015.
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QTS REALTY TRUST, INC.
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By:
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/s/ Chad L. Williams
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Chad L. Williams
Chairman and Chief Executive Officer
(Principal Executive Officer)
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POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes
and appoints William H. Schafer and Shirley E. Goza, and each of them, as his attorney-in-fact and agent, with full power of substitution
and resubstitution for him in any and all capacities, to sign any or all amendments or post-effective amendments to this Registration
Statement, and to file the same, with exhibits and other documents related thereto with the Securities and Exchange Commission,
granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite
and necessary in connection with such matters and hereby ratifying and confirming all that such attorney-in-fact and agent or his
substitutes may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:
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Date: May 8, 2015
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By:
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/s/ Chad L. Williams
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Chad L. Williams
Chairman and Chief Executive Officer
(Principal Executive Officer)
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Date: May 8, 2015
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By:
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/s/ William H. Schafer
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William H. Schafer
(Principal Financial Officer
and Principal Accounting Officer)
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Date: May 8, 2015
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By:
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/s/ John W. Barter
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John W. Barter
(Director)
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Date: May 8, 2015
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By:
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/s/ William O. Grabe
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William O. Grabe
(Director)
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Date: May 8, 2015
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By:
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/s/ Catherine R. Kinney
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Catherine R. Kinney
(Director)
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Date: May 8, 2015
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By:
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/s/ Peter A. Marino
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Peter A. Marino
(Director)
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Date: May 8, 2015
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By:
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/s/ Scott D. Miller
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Scott D. Miller
(Director)
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Date: May 8, 2015
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By:
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/s/ Philip P. Trahanas
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Philip P. Trahanas
(Director)
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Date: May 8, 2015
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By:
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/s/ Stephen E. Westhead
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Stephen E. Westhead
(Director)
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EXHIBIT INDEX
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Exhibit No.
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Description
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4.1
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Form of Specimen Class A Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-11 (File No. 333-190675) filed on August 16, 2013)
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5.1
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Opinion of Hogan Lovells US LLP regarding the validity of the shares of Class A common stock registered hereby
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10.1
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QTS Realty Trust, Inc. 2013 Equity Incentive Plan (incorporated by reference to Exhibit 10.27 to the Company’s Registration Statement on Form S-11 (File No. 333-190675) filed on August 16, 2013)
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10.2
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Amendment #1 to QTS Realty Trust, Inc. 2013 Equity Incentive Plan (incorporated by reference to Exhibit 10.40 to the Company’s Annual Report on Form 10-K (File No. 001-36109) filed on February 23, 2015)
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10.3
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Amendment #2 to QTS Realty Trust, Inc. 2013 Equity Incentive
Plan
(incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-36109) filed on
May 6, 2015)
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23.1
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Consent of Ernst & Young LLP
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23.2
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Consent of Hogan Lovells US LLP (included in Exhibit 5.1).
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24.1
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Power of Attorney (included on signature page hereto).
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Exhibit 5.1
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Hogan
Lovells US LLP
Columbia
Square
555
Thirteenth Street, NW
Washington,
DC 20004
T
+1 202 637 5600
F
+1 202 637 5910
www.hoganlovells.com
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May 8, 2015
Board of Directors
QTS Realty Trust, Inc.
12851 Foster Street
Overland Park, KS 66213
Ladies and Gentlemen:
We are acting as counsel to QTS Realty
Trust, Inc., a Maryland corporation (the “
Company
”), in connection with its registration statement on Form S-8
(the “
Registration Statement
”), filed with the Securities and Exchange Commission under the Securities Act of
1933, as amended (the “
Act
”), relating to the proposed offering of up to 3,000,000 shares of Class A common
stock, $0.01 par value per share (the “
Common Stock
”) of the Company (the “
Shares
”), all
of which shares are issuable pursuant to the QTS Realty Trust, Inc. 2013 Equity Incentive Plan, as amended (the “
Plan
”).
This opinion letter is furnished to you at your request to enable you to fulfill the requirements of Item 601(b)(5) of Regulation
S-K, 17 C.F.R. § 229.601(b)(5), in connection with the Registration Statement.
For purposes of this opinion letter, we
have examined copies of such agreements, instruments and documents as we have deemed an appropriate basis on which to render the
opinions hereinafter expressed. In our examination of the aforesaid documents, we have assumed the genuineness of all signatures,
the legal capacity of all natural persons, the accuracy and completeness of all documents submitted to us, the authenticity of
all original documents, and the conformity to authentic original documents of all documents submitted to us as copies (including
telecopies). We also have assumed that the Shares will not be issued in violation of the ownership limit contained in the Company’s
Articles of Amendment and Restatement. As to all matters of fact, we have relied on the representations and statements of fact
made in the documents so reviewed, and we have not independently established the facts so relied on. This opinion letter is given,
and all statements herein are made, in the context of the foregoing.
This opinion letter is based as to matters
of law solely on the Maryland General Corporation Law, as amended. We express no opinion herein as to any other laws, statutes,
ordinances, rules, or regulations.
Based upon, subject to and limited by the
foregoing, we are of the opinion that following (i) effectiveness of the Registration Statement, (ii) issuance of the Shares pursuant
to the terms of the Plan, and (iii) receipt by the Company of the consideration for the Shares specified in the applicable
resolutions of the Board of Directors or a duly authorized committee thereof and in the Plan, the Shares will be validly issued,
fully paid, and nonassessable.
This opinion letter has been prepared for
use in connection with the Registration Statement. We assume no obligation to advise you of any changes in the foregoing subsequent
to the effective date of the Registration Statement.
We hereby consent to the filing of this
opinion letter as Exhibit 5.1 to the Registration Statement. In giving this consent, we do not thereby admit that we are an “expert”
within the meaning of the Securities Act of 1933, as amended.
Very truly yours,
/s/ Hogan Lovells US LLP
HOGAN LOVELLS US LLP